GENERAL AND CONTRACTUAL CONDITIONS Sample Clauses

GENERAL AND CONTRACTUAL CONDITIONS. 16 5.1 Responsibility 16 5.2 Source of Instructions 16 5.3 Warranties 16 5.4 Legal Status 17 5.5 Relation Between the Parties 17 5.6 Waiver of Breach 17 5.7 Liability 18 5.8 Assignment 18 5.9 Officials not to Benefit 18 5.10 Indemnification 18 5.11 Contractor's Responsibility for Employees 18 5.12 Subcontracting 18 5.13 Place of Performance 19 5.14 Language 19 5.15 Confidentiality 19 5.16 Confidential Nature of Documents and Information 19 5.17 Title Rights 19 5.18 Cancellation 20 5.19 Force Majeure 20 5.20 Use of UNAIDS and WHO name and emblem 21 5.21 Successors and Assignees 21 5.22 Payment 21 5.23 Title to Equipment 21 5.24 Insurance and Liabilities to Third Parties. 22 5.25 Settlement of Disputes 22 5.26 Observance of the Law 22 5.27 Authority to Modify 22 5.28 Privileges and Immunities 22 5.29 Personnel 23
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GENERAL AND CONTRACTUAL CONDITIONS. The contract between UNAIDS and the selected bidder ("the Contract") will, unless otherwise explicitly agreed in writing, include the provisions as set forth in this section, and will otherwise inter alia address the following issues:  Responsibilities of the selected bidder(s) (“The Contractor(s)”) and UNAIDS;  clear deliverables, timelines and acceptance procedures;  payment terms tied to the satisfactory completion of the work;  notices. The prices payable by UNAIDS for the work to be performed under the Contract shall be fixed for the duration of the Contract and shall be in a UN convertible currency (preferably US Dollars), based on the UN exchange rate of the date of invoice. The total amount payable by UNAIDS under the Contract may be either a lump sum or a maximum amount. If the option for payment of a lump sum applies, that lump sum is payable in the manner provided, subject to satisfactory performance of the work. If the option for payment of a maximum amount applies: - the Contract shall include a detailed budget; - the Contractor shall be held to submit a financial statement together with each invoice; - any advance payments by UNAIDS shall be used by the Contractor exclusively for the work in accordance with the budget and any unspent balance shall be refunded to UNAIDS; - payment by UNAIDS shall be subject to satisfactory performance and the acceptance of the Contractor's financial statements; and - all financial reports shall be subject to audit by or on behalf of UNAIDS, including examination of supporting documentation and relevant accounting entries in the Contractor's books. In order to facilitate financial reporting and audit, the Contractor shall keep systematic and accurate accounts and records in respect of the work. Unless otherwise specified in the Contract, UNAIDS shall have no obligation to purchase any minimum quantities of goods or services from the Contractor, and UNAIDS shall have no limitation on its right to obtain goods or services of the same kind, quality and quantity as described in the Contract, from any other sources at any time..
GENERAL AND CONTRACTUAL CONDITIONS. The contract between WHO and the selected bidder ("the Contract") will, unless otherwise explicitly agreed in writing, include the provisions as set forth in this section, and will otherwise inter alia address the following issues: • responsibilities of the selected bidder(s) ("the Contractor(s)") and WHO; • clear deliverables, timelines and acceptance procedures; • payment terms tied to the satisfactory performance and completion of the work; • notices. The prices payable by WHO for the work to be performed under the Contract shall be fixed for the duration of the Contract and shall be in a UN convertible currency (preferably US Dollars), based on the UN exchange rate of the date of invoice. The total amount payable by WHO under the Contract may be either a lump sum or a maximum amount. If the option for payment of a lump sum applies, that lump sum is payable in the manner provided, subject to satisfactory performance of the work. If the option for payment of a maximum amount applies: - the Contract shall include a detailed budget; - the Contractor shall be held to submit a financial statement together with each invoice; - any advance payments by WHO shall be used by the Contractor exclusively for the work in accordance with the budget and any unspent balance shall be refunded to WHO; - payment by WHO shall be subject to satisfactory performance and the acceptance of the Contractor's financial statements;
GENERAL AND CONTRACTUAL CONDITIONS. The contract between UNAIDS and the selected bidder ("the Contract") will, unless otherwise explicitly agreed in writing, include the provisions as set forth in this section, and will otherwise inter alia address the following issues: • Responsibilities of the selected bidder(s) (“The Contractor(s)”) and UNAIDS; • clear deliverables, timelines and acceptance procedures; • payment terms tied to the satisfactory completion of the work;

Related to GENERAL AND CONTRACTUAL CONDITIONS

  • General Conditions (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. (iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

  • TO THE STANDARD CONTRACTUAL CLAUSES This Appendix forms part of the Clauses and must be completed and signed by the parties.

  • Standard Contractual Clauses Where (i) Personal Data of an EEA or Swiss based Controller is processed in a country outside the EEA, Switzerland and any country, organization or territory acknowledged by the European Union as safe country with an adequate level of data protection under Art. 45 GDPR, or where (ii) Personal Data of another Controller is processed internationally and such international processing requires an adequacy means under the laws of the country of the Controller and the required adequacy means can be met by entering into Standard Contractual Clauses, then: (a) SAP and Customer enter into the Standard Contractual Clauses; (b) Customer enters into the Standard Contractual Clauses with each relevant Subprocessor as follows, either (i) Customer joins the Standard Contractual Clauses entered into by SAP or SAP SE and the Subprocessor as an independent owner of rights and obligations ("Accession Model") or, (ii) the Subprocessor (represented by SAP) enters into the Standard Contractual Clauses with Customer ("Power of Attorney Model"). The Power of Attorney Model shall apply if and when SAP has expressly confirmed that a Subprocessor is eligible for it through the Subprocessor list provided under Section 6.1(c), or a notice to Customer; and/or (c) Other Controllers whose use of the Cloud Services has been authorized by Customer under the Agreement may also enter into Standard Contractual Clauses with SAP and/or the relevant Subprocessors in the same manner as Customer in accordance with Sections 7.2

  • Mutual Conditions The respective obligations of each party to consummate the purchase and issuance and sale of the applicable Purchased Securities to be purchased and issued at the Closing shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; and (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement.

  • Compliance with Laws and Contractual Obligations Each Credit Party will (a) comply with and shall cause each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, laws, rules, regulations and orders relating to taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters and employee health and safety) as now in effect and which may be imposed in the future in all jurisdictions in which any Credit Party or any of its Subsidiaries is now doing business or may hereafter be doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of such Credit Party or any of its Subsidiaries other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (b) maintain or obtain and shall cause each of its Subsidiaries to maintain or obtain all licenses, qualifications and permits now held or hereafter required to be held by such Credit Party or any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. This Section 2.1 shall not preclude any Credit Party or its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP, subject to Section 3.2.

  • General Condition The Aircraft will: (a) be clean by international airline standards; (b) have installed the full complement of engines and other material equipment, parts and accessories and loose equipment required under the Agreed Maintenance Program and installed in the other Boeing/XxXxxxxxx Xxxxxxx MD-87 aircraft operated by Lessee (together with any additions and improvements thereto, or replacements thereof, effected pursuant to and in accordance with this Agreement) and be in a condition suitable for immediate operation in commercial service; (c) be airworthy, conform to type design and be in a condition for safe operation with all equipment, components and systems operating in accordance with their intended use and within limits established by the manufacturer and approved by the Aviation Authority, and all pilot discrepancies and deferred maintenance items cleared on a terminating action basis; (d) have a U.S. Standard Transport Category Certificate of Airworthiness issued by the FAA in accordance with FAR Part 129 (or if required by the Lessor, be eligible for a valid export certificate of airworthiness with respect to the Aircraft issued by the Aviation Authority) and unconditionally meet all FAA requirements for immediate operations under FAR Part 129; (e) comply with the manufacturer's original specification to the extent that it so complied on the date of this Agreement and subject to any alterations made pursuant to and in accordance with this Agreement after such date; (f) have undergone, immediately prior to redelivery, the MSG-3 equivalent of a "C" Check in accordance with the Agreed Maintenance Program so that all Airframe inspections falling due within the next 3,000 hours, 3,000 cycles or twelve months (whichever is applicable and most limiting) of operation in accordance with the Agreed Maintenance Program have been accomplished; (g) if the Flight Hours of the Airframe remaining until the scheduled completion of the Major Checks (collectively, a "Complete Heavy Work Package") on the Expiry Date are: (i) less than on the Delivery Date, then the Lessee shall pay to the Lessor an amount equal to the product of (a) the number of Flight Hours remaining until the scheduled completion of a Complete Heavy Work Package as of the Expiry Date that are less than the number of Flight Hours that were remaining until the scheduled completion of a Complete Heavy Work Package as of the Delivery Date (b) multiplied by US$50.00, provided, however, that no payment shall be due from -------- ------- Lessee under this clause (g)(i) if, immediately preceding the redelivery of the Aircraft, the Lessee has performed a Complete Heavy Work Package; (ii) more than on the Delivery Date, then the Lessor shall pay to the Lessee an amount equal to the product of (a) the number of Flight Hours remaining until the scheduled completion of a Complete Heavy Work Package as of the Expiry Date that are more than the number of Flight Hours that were remaining until the scheduled completion of a Complete Heavy Work Package as of the Delivery Date (b) multiplied by US$50.00; For the avoidance of doubt, any amounts due to the Lessor pursuant to this clause (g) may be set off against any amounts due to Lessee pursuant to paragraphs (b) or (d) of Schedule 10 and a payment made for the net amount due; (h) have complied with all airworthiness directives and mandatory orders affecting that model of Aircraft issued by the Aviation Authority (and, if different, the FAA) that are required terminating action during the Term; (i) no special or unique manufacturer inspection or check requirements specific to the Aircraft will exist unless there is no terminating action available from any source; (j) have installed all applicable vendor's and manufacturer's service bulletin kits received free of charge by the Lessee that are appropriate for the Aircraft and, to the extent not installed, those kits which have been received with respect to this Aircraft will be furnished free of charge to the Lessor; (k) be free of any system-related leaks which are outside maintenance manual limitations; (l) all fluid reservoirs (including fuel, oil, oxygen, hydraulic and water) will be full, and the waste tank serviced in accordance with the manufacturer's instructions; (m) if required under the Approved Maintenance Program, all fuel tanks will have recently undergone an anti-fungus/biological growth contamination laboratory evaluation, and any excessive levels of contamination corrected; (n) have an FAA-approved aging aircraft program in operation and up-to-date; and (o) have all signs and decals clean, secure and legible.

  • SPECIAL CONDITIONS A submitted appeal must;

  • Agreements and Conditions On or before the Closing Date, Seller shall have complied with and duly performed and satisfied in all material respects all agreements and conditions on its part to be complied with and performed by such date pursuant to this Agreement.

  • Compliance with Laws and Material Contractual Obligations Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

  • General Conditions Costs Contractor is entitled to receive payment for the actual cost of the allowable General Conditions items incurred after receipt of a Notice to Proceed with Construction from Owner through Substantial Completion of the Project, plus 30 calendar days. Contractor is not entitled to reimbursement for General Conditions Costs incurred before receipt of the Notice to Proceed. General Conditions Costs incurred after Substantial Completion, plus 30 calendar days, must be approved in advance by Owner. Allowable General Conditions items are identified below and in Exhibit “D” attached to this Agreement. These items shall be included in the General Conditions Cost amount shown as a line item in the Guaranteed Maximum Price Proposal and as detailed on the Schedule of Values. Items not specifically included below or in Exhibit “D” will not be allowed as General Condition Costs.

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